Common use of Funding Loss Indemnification Clause in Contracts

Funding Loss Indemnification. (a) Upon payment or prepayment of any LIBOR Loan on a day other than the last day in the applicable Interest Period (whether voluntarily, involuntarily, by reason of acceleration, or otherwise), or upon the failure of the Borrower (for a reason other than the breach by a Lender of its obligation pursuant to Section 2.01(a)) to borrow on the date or in the amount specified for a LIBOR Loan in any Notice of Revolving Loan Borrowing, the Borrower shall pay to the appropriate Lender within five (5) Business Days after demand a prepayment fee or failure to borrow fee, as the case may be (determined as though 100% of the LIBOR Loan had been funded in the Designated Eurodollar Market) equal to the sum of (a) $250; plus (b) the amount, if any, by which (i) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that the Lender could recover by placing such amount on deposit in the Designated Eurodollar Market for a period beginning on the date of the prepayment or failure to borrow and ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such period, for the most comparable period for which a deposit rate quotation may be obtained); plus (c) all out-of-pocket expenses incurred by the Lender reasonably attributable to such payment, prepayment or failure to borrow. Each Lender’s determination of the amount of any prepayment fee payable under this Section 2.13 shall be conclusive in the absence of manifest error. The obligations of the Borrower under this Section 2.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If the Borrower shall (a) Upon payment repay, prepay or prepayment of convert any LIBOR Loan on a any day other than the last day in the applicable of an Interest Period therefor (whether voluntarilya scheduled payment, involuntarilyan optional prepayment or conversion, by reason of accelerationa mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan or upon for which a Notice of Loan Borrowing has been delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Revolving Loans into LIBOR Loans in accordance with a Notice of Conversion delivered to the Administrative Agent (whether as a result of the Borrower (for a reason other than the breach by a Lender of its obligation pursuant failure to Section 2.01(asatisfy any applicable conditions or otherwise)) to borrow on the date or in the amount specified for a LIBOR Loan in any Notice of Revolving Loan Borrowing, the Borrower shall pay to the appropriate Lender within five (5) Business Days after demand a prepayment fee, failure to borrow fee or failure to borrow convert fee, as the case may be (determined as though 100% of the LIBOR Loan had been funded in the Designated Eurodollar MarketLondon interbank eurodollar currency market) equal to the sum of: (a) $250; plus (b) the amount, if any, by which (i) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin for LIBOR Loans if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that the such Lender could recover by placing such amount on deposit in the Designated Eurodollar Market London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such period, for the most comparable period for which a deposit rate quotation may be obtained); plus (c) any cost or lost income of the Lenders in connection with either (i) terminating and/or unwinding the foreign exchange contract previously in place or (ii) entering into a new foreign exchange contract hedging a prior foreign exchange contract; plus (d) all out-of-pocket expenses incurred by the such Lender reasonably attributable to such payment, prepayment or failure to borrow. Each Lender’s determination of the amount of any prepayment fee payable under this Section 2.13 shall be conclusive in the absence of manifest error. The Lender making such determination may specify that such payments be made in the applicable Committed Currency (if any) or in the Equivalent in Dollars of the applicable Committed Currency (if any), at its election. The obligations of the Borrower under this Section 2.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If the Borrower shall (a) Upon payment repay, prepay or prepayment of convert any LIBOR Rate Loan on a any day other than the last day in the applicable of an Interest Period therefor (whether voluntarilya scheduled payment, involuntarilyan optional prepayment or conversion, by reason of accelerationa mandatory prepayment or conversion, a payment upon acceleration or otherwise), or upon (b) fail to borrow any LIBOR Rate Loan for which a Notice of Loan Borrowing has been delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) fail to convert any Revolving Loans into LIBOR Rate Loans in accordance with a Notice of Conversion delivered to the Administrative Agent (whether as a result of the Borrower failure to satisfy any applicable conditions or otherwise) or (for a reason other than the breach by a Lender of its obligation pursuant D) fail to Section 2.01(a)) to borrow on the date or in the amount specified for continue a LIBOR Rate Loan in any for which a Notice of Revolving Loan BorrowingInterest Period Selection has been delivered to the Administrative Agent, the Borrower shall pay to the appropriate Lender within five ten (510) Business Days after demand a prepayment fee, failure to borrow fee, failure to convert fee or failure to borrow continue fee, as the case may be (determined as though 100% of the LIBOR Rate Loan had been funded in the Designated Eurodollar MarketLondon interbank eurodollar currency market) equal to the sum of: (a) $250; plus (b) the amount, if any, by which (i) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin for LIBOR Rate Loans if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that the such Lender could recover by placing such amount on deposit in the Designated Eurodollar Market London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such period, for the most comparable period for which a deposit rate quotation may be obtained); plus (c) all reasonable out-of-pocket expenses incurred by the such Lender reasonably attributable to such payment, prepayment or failure to borrow. Each Lender’s determination of the amount of any prepayment fee payable under this Section 2.13 shall be conclusive in the absence of manifest error. The obligations of the Borrower under this Section 2.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If the Borrower shall (a) Upon payment repay, prepay or prepayment of convert any LIBOR Loan on a any day other than the last day in the applicable of an Interest Period therefor (whether voluntarilya scheduled payment, involuntarilyan optional prepayment or conversion, by reason of accelerationa mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan or upon for which a Notice of Loan Borrowing has been delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) fail to convert any Revolving Loans into LIBOR Loans in accordance with a Notice of Conversion delivered to the Administrative Agent (whether as a result of the Borrower failure to satisfy any applicable conditions or otherwise) or (for a reason other than the breach by a Lender of its obligation pursuant D) fail to Section 2.01(a)) to borrow on the date or in the amount specified for continue a LIBOR Loan in any for which a Notice of Revolving Loan BorrowingInterest Period Selection has been delivered to the Administrative Agent, the Borrower shall pay to the appropriate Lender within five (5) Business Days after demand a prepayment fee, failure to borrow fee, failure to convert fee or failure to borrow continue fee, as the case may be (determined as though 100% of the LIBOR Loan had been funded in the Designated Eurodollar MarketLondon interbank eurodollar currency market) equal to the sum of: (a) $250; plus (b) the amount, if any, by which (i) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that the such Lender could recover by placing such amount on deposit in the Designated Eurodollar Market London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such period, for the most comparable period for which a deposit rate quotation may be obtained); plus (cb) all out-of-pocket expenses incurred by the such Lender reasonably attributable to such payment, prepayment or failure to borrow. Each Lender’s determination of the amount of any prepayment fee payable under this Section 2.13 shall be conclusive in the absence of manifest error. The obligations of the Borrower under this Section 2.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. (a) Upon payment If the Borrower shall repay, prepay or prepayment of convert any LIBOR Loan Rate Funding (including any deemed conversion resulting from the imposition of the Default Rate) on a any day other than the last day in the applicable of an Interest Period therefor (whether voluntarilyas a scheduled payment, involuntarilyan optional prepayment or conversion, by reason of accelerationa mandatory prepayment or conversion, a payment upon acceleration or otherwise), ) or upon fail to borrow any LIBOR Rate Funding for which a Funding Request has been delivered to the Lender (whether as a result of the failure of the Borrower (for a reason other than the breach by a Lender of its obligation pursuant to Section 2.01(a)satisfy any applicable conditions or otherwise) to borrow on the date or in the amount specified for a LIBOR Loan in any Notice of Revolving Loan Borrowing, the Borrower shall pay to the appropriate Lender within five (5) Business Days after demand a prepayment fee or failure to borrow fee, as the case may be (determined as though 100% of the LIBOR Loan Rate Funding had been funded in the Designated Eurodollar Market) London interbank eurodollar currency market), equal to the sum of: (a) $250; plus (bi) the amount, if any, by which (iA) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (iiB) the interest that the Lender could recover by placing such amount on deposit in the Designated Eurodollar Market London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such period, for the most comparable period for which a deposit rate quotation may be obtained); plus (cii) all out-of-pocket expenses incurred by the Lender reasonably attributable to such payment, prepayment or failure to borrow. Each Lender’s determination of . (b) When the Lender demands payment under this Section 2.10, it shall deliver to the Borrower a certificate setting forth the amount of any prepayment fee payable under this Section 2.13 costs and losses for which demand is made. Such a certificate so delivered to the Borrower shall be conclusive in the absence of absent manifest error. The obligations of the Borrower under this Section 2.13 2.10 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If the Borrower shall (a) Upon payment repay, prepay or prepayment of convert any LIBOR Loan on a any day other than the last day in the applicable of an Interest Period therefor (whether voluntarilya scheduled payment, involuntarilyan optional prepayment or conversion, by reason of accelerationa mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan or upon for which a Notice of Loan Borrowing has been delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Revolving Loans into LIBOR Loans in accordance with a Notice of Conversion delivered to the Administrative Agent (whether as a result of the Borrower (for a reason other than the breach by a Lender of its obligation pursuant failure to Section 2.01(asatisfy any applicable conditions or otherwise)) to borrow on the date or in the amount specified for a LIBOR Loan in any Notice of Revolving Loan Borrowing, the Borrower shall pay to the appropriate Lender within five (5) Business Days after demand (accompanied by a certificate of such Lender setting forth in reasonable detail the calculation of any amount so demanded) a prepayment fee, failure to borrow fee or failure to borrow convert fee, as the case may be (determined as though 100% of the LIBOR Loan had been funded in the Designated Eurodollar MarketLondon interbank eurodollar currency market) equal to the sum of: (a) $250; plus (b) the amount, if any, by which (i) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin for LIBOR Loans if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that the such Lender could recover by placing such amount on deposit in the Designated Eurodollar Market London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such period, for the most comparable period for which a deposit rate quotation may be obtained); plus (c) all out-of-pocket expenses incurred by the such Lender reasonably attributable to such payment, prepayment or failure to borrow. Each Lender’s determination of the amount of any prepayment fee payable under this Section 2.13 shall be conclusive in the absence of manifest error. The obligations of the Borrower under this Section 2.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If the Borrower shall (a) Upon payment repay, prepay or prepayment of convert any LIBOR Loan or LIBOR Portion on a any day other than the last day in the applicable of an Interest Period therefor (whether voluntarilya scheduled payment, involuntarilyan optional prepayment or conversion, by reason of accelerationa mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan or upon LIBOR Portion for which a Notice of Borrowing has been delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Revolving Loans into LIBOR Loans or any Portion of a Term Loan into a LIBOR Portion in accordance with a Notice of Conversion delivered to the Administrative Agent (whether as a result of the Borrower (for a reason other than the breach by a Lender of its obligation pursuant failure to Section 2.01(asatisfy any applicable conditions or otherwise)) to borrow on the date or in the amount specified for a LIBOR Loan in any Notice of Revolving Loan Borrowing, the Borrower shall pay to the appropriate Lender within five (5) Business Days after demand a prepayment fee, failure to borrow fee or failure to borrow convert fee, as the case may be (determined as though 100% of the LIBOR Loan or LIBOR Portion had been funded in the Designated Eurodollar MarketLondon interbank eurodollar currency market) equal to the sum of: (a) $250; plus (b) the amount, if any, by which (i) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin for LIBOR Loans if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that the such Lender could recover by placing such amount on deposit in the Designated Eurodollar Market London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such period, for the most comparable period for which a deposit rate quotation may be obtained); plus (cb) all out-of-pocket expenses incurred by the such Lender reasonably attributable to such payment, prepayment or failure to borrow. Each Lender’s determination of the amount of any prepayment fee payable under this Section 2.13 2.14 shall be conclusive in the absence of manifest error. The obligations of the Borrower under this Section 2.13 2.14 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If the Borrower shall (a) Upon payment repay, prepay or prepayment of convert any LIBOR Loan on a any day other than the last day in the applicable of an Interest Period therefor (whether voluntarilya scheduled payment, involuntarilyan optional prepayment or conversion, by reason of accelerationa mandatory prepayment or conversion, a payment upon acceleration or otherwise), or upon (b) fail to borrow any LIBOR Loan for which a Notice of Borrowing has been delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Revolving Loans into LIBOR Loans in accordance with a Notice of Conversion delivered to the Administrative Agent (whether as a result of the Borrower (for a reason other than the breach by a Lender of its obligation pursuant failure to Section 2.01(asatisfy any applicable conditions or otherwise)) to borrow on the date or in the amount specified for a LIBOR Loan in any Notice of Revolving Loan Borrowing, the Borrower shall pay to the Administrative Agent for the account of the appropriate Lender within five (5) Business Days after demand demand, a prepayment fee, failure to borrow fee or failure to borrow convert fee, as the case may be (determined as though 100% of the LIBOR Loan had been funded in the Designated Eurodollar MarketLondon interbank eurodollar currency market) equal to the sum of: (a) $250; plus (b) the amount, if any, by which (i) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin for LIBOR Loans if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that the such Lender could recover by placing such amount on deposit in the Designated Eurodollar Market London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such period, for the most comparable period for which a deposit rate quotation may be obtained); plus (c) all out-of-pocket expenses incurred by the such Lender reasonably attributable to such payment, prepayment or failure to borrow; provided, however, that if, with respect to any such repayment, prepayment, conversion, failure to borrow or failure to convert, the sum of the amount computed under subsections (b) and (c) above is zero, then, with respect to such repayment, prepayment, conversion, failure to borrow or failure to convert only, the amount listed in subsection (a) shall be deemed to be zero. Each Lender’s determination of the amount of any prepayment fee payable under this Section 2.13 shall be conclusive in the absence of manifest error. The obligations of the Borrower under this Section 2.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If the Borrower shall (a) Upon payment repay, prepay or prepayment of convert any LIBOR Loan on a any day other than the last day in the applicable of an Interest Period therefor (whether voluntarilya scheduled payment, involuntarilyan optional prepayment or conversion, by reason of accelerationa mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan or upon for which a Notice of Borrowing has been delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Loans into LIBOR Loans in accordance with a Notice of Conversion delivered to the Administrative Agent (whether as a result of the Borrower (for a reason other than the breach by a Lender of its obligation pursuant failure to Section 2.01(asatisfy any applicable conditions or otherwise)) to borrow on the date or in the amount specified for a LIBOR Loan in any Notice of Revolving Loan Borrowing, the Borrower shall pay to the appropriate Lender within five (5) Business Days after demand a prepayment fee, failure to borrow fee or failure to borrow convert fee, as the case may be (determined as though 100% of the LIBOR Loan had been funded in the Designated Eurodollar MarketLondon interbank eurodollar currency market) equal to the sum of: (a) $250; plus (b) the amount, if any, by which (i) the additional interest that would have accrued on the amount prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin for LIBOR Loans if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that the such Lender could recover by placing such amount on deposit in the Designated Eurodollar Market London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such period, for the most comparable period for which a deposit rate quotation may be obtained); plus (c) all out-of-pocket expenses incurred by the such Lender reasonably attributable to such payment, prepayment or failure to borrow. Each Lender’s determination of the amount of any prepayment fee payable under this Section 2.13 shall be conclusive in the absence of manifest error. The obligations of the Borrower under this Section 2.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. (a) Upon payment If Borrower shall (i) repay or prepayment prepay any portion of any LIBOR a LIBO Rate Loan on a any day other than the last day in of the applicable Interest Period therefor (whether voluntarilyan optional prepayment, involuntarilya mandatory prepayment, by reason of a payment upon acceleration, or otherwise), or upon the failure of the Borrower (for a reason other than the breach by a Lender of its obligation pursuant to Section 2.01(a)ii) fail to borrow any LIBO Rate Loan on the date specified therefor in a Notice of Borrowing that has been delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or in the amount specified for otherwise), or (iii) fail to convert advances into or continue advances as a LIBOR LIBO Rate Loan in any accordance with a Notice of Revolving Loan BorrowingConversion or Continuation delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), the then Borrower shall pay to Agent, for the appropriate Lender within five (5) Business Days after account of the Lenders, immediately upon demand a fee which is the sum of the discounted monthly differences for each month from the month of such prepayment fee or failure through the month in which the Interest Period for such LIBO Rate Loan matures (or would have matured), calculated as follows for each such month: (i) Determine the amount of interest which would have accrued each --------- month on the amount so prepaid, or not borrowed, converted to borrow feeor continued as a LIBO Rate Loan, as the case may be (determined as though 100% of the LIBOR Loan had been funded in the Designated Eurodollar Market) equal to the sum of (a) $250; plus (b) the amountbe, if any, by which (i) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin if that interest rate applicable to such amount had it remained or been outstanding through until the last day of the applicable Interest Period exceeds applicable thereto. (ii) Subtract from the amount determined in (i) above the amount of -------- interest that which would have accrued for the Lender could recover by placing same month on the amount so prepaid, or not borrowed, converted to or continued as a LIBO Rate Loan, as the case may be, for the remaining term of such amount on deposit Interest Period at LIBOR in the Designated Eurodollar Market for a period beginning effect on the date of the such prepayment (or failure to borrow and ending on the last day of specified in the applicable Interest Period Notice of Borrowing or Notice of Conversion or Continuation as the date of borrowing, conversion or continuation of such LIBO Rate Loan) plus the ---- Applicable LIBO Rate Margin used in the determination described in clause (or, if no deposit rate quotation is available i) for new loans made for such period, for the most comparable period for which term and in a deposit rate quotation may be obtained); plusprincipal amount equal to such amount. (ciii) all out-of-pocket expenses incurred If the result obtained in (ii) for any month is greater than zero, discount that difference by the Lender reasonably attributable to LIBOR used in (ii) above. Borrower acknowledges that any such payment, prepayment or failure to borrow, convert or continue, as the case may be, will result in the Lenders incurring additional costs, expenses, and/or liabilities, and that it is difficult to ascertain the full extent of such costs, expenses, and/or liabilities. Each Lender’s determination Borrower, therefore, agrees to pay the above-described prepayment fee and agrees that said amount represents a reasonable estimate of the amount prepayment costs, expenses, and/or liabilities of the Lenders incurred as a result of any such prepayment fee or failure. (b) If Borrower fails to pay any amount payable under this Section 2.13 ------- 2.11 when due, such amount shall be conclusive thereafter bear interest until paid at a rate ---- per annum of four percent (4%) above the Prime Rate in effect from time to time (computed on the absence basis of manifest error. a 360-day year, actual days elapsed). (c) The obligations of the Borrower under agreements in this Section 2.13 2.11 shall survive the payment and performance of the Obligations and the termination ------------ of this Credit Agreement.

Funding Loss Indemnification. If the Borrower shall (a) Upon payment repay, prepay or prepayment of convert any LIBOR Loan on a any day other than the last day in the applicable of an Interest Period therefor (whether voluntarilya scheduled payment, involuntarilyan optional prepayment or conversion, by reason a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan for which a Notice of accelerationLoan Borrowing has been delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) fail to convert any Revolving Loans into LIBOR Loans in accordance with a Notice of Conversion delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), or upon the failure of the Borrower (for a reason other than the breach by a Lender of its obligation pursuant d) fail to Section 2.01(a)) to borrow on the date or in the amount specified for a continue LIBOR Loan in any for which a Notice of Revolving Loan BorrowingInterest Period Selection has been delivered to the Administrative Agent, the Borrower shall pay to the appropriate Lender within five (5) Business Days after demand (accompanied by a certificate of such Lender setting forth in reasonable detail the calculation of any amount so demanded) a prepayment fee or fee, failure to borrow fee, failure to convert fee or fail to continue fee, as the case may be (determined as though 100% of the LIBOR Loan had been funded in the Designated Eurodollar Market) London interbank eurodollar currency market), equal to the sum of: (a) $250; plus (b) the amount, if any, by which (i) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin for LIBOR Loans if that amount had remained or been outstanding through the last day of the applicable Interest Period (excluding however the portion thereof attributable to the Applicable Margin) exceeds (ii) the interest that the such Lender could recover by placing such amount on deposit in the Designated Eurodollar Market London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such period, for the most comparable period for which a deposit rate quotation may be obtained); plus (c) Any cost or lost income of the Lenders in connection with either (i) terminating and/or unwinding the foreign exchange contract previously in place or (ii) entering into a new foreign exchange contract hedging a prior foreign exchange contract; plus (d) all out-of-pocket expenses incurred by the such Lender reasonably attributable to such payment, prepayment or failure to borrow. Each Lender’s 's determination of the amount of any prepayment fee payable under this Section 2.13 shall be conclusive in the absence of manifest error. The Lender making such determination may specify that such payments be made in the applicable Committed Currency (if any) or in the Equivalent in Dollars of the applicable Committed Currency (if any), at its election. The obligations of the Borrower under this Section 2.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If the Borrowers, including as a result of an assignment required by Section 2.15(b), shall (a) Upon payment repay, prepay or prepayment of convert any LIBOR SOFR Loan on a any day other than the last day in of the applicable Interest Period therefor (whether voluntarilya scheduled payment, involuntarilyan optional prepayment or conversion, by reason of accelerationa mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any SOFR Loan or upon for which a Notice of Loan Borrowing has been delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) fail to convert any Revolving Loans into SOFR Loans in accordance with a Notice of Conversion delivered to the Administrative Agent (whether as a result of the Borrower failure to satisfy any applicable conditions or otherwise) or (d) fail to continue a SOFR Loan for which a reason other than the breach by a Lender of its obligation pursuant to Section 2.01(a)) to borrow on the date or in the amount specified for a LIBOR Loan in any Notice of Revolving Loan BorrowingInterest Period Selection has been delivered to the Administrative Agent, the Borrower Borrowers shall pay to the appropriate Lender within five (5) Business Days after demand a prepayment fee, failure to borrow fee, failure to convert fee or failure to borrow continue fee, as the case may be (determined as though 100% of the LIBOR SOFR Loan had been funded in the Designated Eurodollar Marketapplicable market as reasonably determined by the Administrative Agent) equal to the sum of: ​ (a) $250; plus (b) the amount, if any, by which (i) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate Adjusted Term SOFR plus the Applicable Margin for SOFR Loans if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that the such Lender could recover by placing such amount on deposit in the Designated Eurodollar Market applicable market as reasonably determined by the Administrative Agent for a period beginning on the date of the prepayment or failure to borrow and ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such period, for the most comparable period for which a deposit rate quotation may be obtained); plusplus ​ (cb) all All reasonable and customary out-of-pocket expenses incurred by the such Lender reasonably attributable to such payment, prepayment or failure to borrow. ​ Each Lender’s determination of the amount of any prepayment fee payable under this Section 2.13 shall be demonstrated pursuant to calculations in reasonable detail and shall be conclusive in the absence of manifest error. The obligations of the Borrower Borrowers under this Section 2.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.. ​

Funding Loss Indemnification. (a) Upon payment or prepayment If any portion of any a LIBOR Loan on a day other than is repaid before the last day in of the Fixed Rate Term applicable Interest Period thereto (whether voluntarilythrough voluntary prepayment, involuntarily, by reason of acceleration, acceleration or otherwise), or upon the failure of the Borrower (for a reason other than the breach by a Lender of its obligation pursuant to Section 2.01(a)) if Borrowers fail to borrow on the date or in the full amount specified for of a requested LIBOR Loan set forth in any Notice of Revolving Borrowing or to convert or continue at the LIBOR interest option any portion of a Loan Borrowingin accordance with a Notice of Conversion or Continuation (in either event, whether as a result of the Borrower failure to satisfy any applicable conditions or otherwise), Borrowers shall pay to Administrative Lender, for the appropriate Lender within five (5) Business Days after demand a prepayment fee or failure to borrow feeratable benefit of Lenders, as the case may be (determined as though 100% of the LIBOR Loan had been funded in the Designated Eurodollar Market) an amount equal to the sum of present value (calculated in accordance with this Section) of interest for the unexpired portion of such Fixed Rate Term on the portion of the Loan so repaid or the Fixed Rate Term specified in such Notice, at a per annum rate equal to the excess, if any, of (a) $250; plus the rate applicable to such LIBOR Loan or proposed LIBOR Loan minus (b) the amount, if any, rate of interest obtainable by Administrative Lender upon the purchase of debt securities customarily issued by the Treasury of the United States of America which (i) have a maturity date approximating the last 29 37 Business Day of such Fixed Rate Term. The present value of such additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that the Lender could recover will be calculated by placing such amount on deposit in the Designated Eurodollar Market for a period beginning on the date of the prepayment or failure to borrow and ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such period, for the most comparable period for which a deposit rate quotation may be obtained); plus (c) all out-of-pocket expenses incurred by the Lender reasonably attributable to such payment, prepayment or failure to borrow. Each Lender’s determination of discounting the amount of any prepayment fee payable under this Section 2.13 shall be conclusive such interest for each day in the unexpired portion of such Fixed Rate Term at a per annum interest rate equal to the interest rate determined pursuant to clause (b) of the preceding sentence, and by adding all such amounts for all such days during such period. The determination by Administrative Lender of such amount shall, in the absence of manifest error, be conclusive and binding on Borrowers for all purposes. The obligations of the Borrower under this This Section 2.13 shall survive the payment in full and performance of the Obligations and the termination all of this AgreementBorrowers' other Obligations.